Elevation Oncology completes merger with Concentra Biosciences, delists from Nasdaq

Elevation Oncology , Inc. (NASDAQ:ELEV), whose shares have declined over 86% in the past year according to InvestingPro data, announced Wednesday the completion of its merger with Concentra Biosciences, LLC, resulting in Elevation Oncology becoming a wholly owned subsidiary of Concentra. The company, with a market capitalization of approximately $21.6 million, has maintained a strong liquidity position with a current ratio of 19.4. The transaction was finalized following the successful completion of a tender offer and subsequent merger, according to a press release statement based on a filing with the Securities and Exchange Commission.

Under the terms of the merger agreement, Concentra Merger Sub VI, Inc., a wholly owned subsidiary of Concentra, acquired all outstanding shares of Elevation Oncology common stock for $0.36 in cash per share and one non-transferable contractual contingent value right (CVR) per share. InvestingPro analysis reveals the company holds more cash than debt on its balance sheet, potentially providing additional security for the transaction. Discover more insights about company valuations and merger analysis with an InvestingPro subscription. The CVR entitles holders to potential future payments subject to the terms of a contingent value rights agreement.

The tender offer expired one minute after 11:59 p.m. Eastern Time on Tuesday. A total of 39,773,172 shares, representing approximately 67.09% of Elevation Oncology’s outstanding shares, were validly tendered and not withdrawn, satisfying the minimum tender condition required for the merger to proceed. All other conditions to the offer were met.

Following the tender offer, the merger was completed without a stockholder vote, as permitted under Delaware law. Each remaining outstanding share, except those held by certain affiliates or stockholders exercising appraisal rights, was converted into the right to receive the offer price.

As a result of the merger, Elevation Oncology notified The Nasdaq Stock Market LLC of the transaction’s completion and requested that trading of its shares be suspended prior to market open Wednesday. Nasdaq is expected to file for the removal of Elevation Oncology’s shares from listing, and the company will seek to terminate its registration and reporting obligations with the SEC.

At the effective time of the merger, all members of Elevation Oncology’s board of directors resigned. The directors and officers of the merger subsidiary, including Kevin Tang as director and chief executive officer, assumed equivalent roles in the surviving corporation. Tammy Furlong, the company’s interim chief executive officer and chief financial officer, was terminated without cause and entered into a separation agreement that includes severance payments and accelerated vesting of equity awards.

The company’s certificate of incorporation and bylaws were amended and restated in connection with the merger.

In other recent news, Elevation Oncology has terminated its license agreement with CSPC Megalith Biopharmaceutical, effective June 26. This agreement initially granted Elevation exclusive rights outside of specific Asian territories to develop EO-3021, a cancer treatment product. The decision to end the agreement follows Elevation Oncology’s earlier announcement to discontinue the development of EO-3021. Additionally, Elevation Oncology has agreed to be acquired by Concentra Biosciences, LLC, in a merger valued at $0.36 per share in cash, with a non-tradeable contingent value right (CVR) offering potential future proceeds from asset dispositions. The acquisition has been unanimously approved by Elevation’s Board of Directors and is contingent on several conditions, including the tendering of a majority of the company’s shares. Analyst firm TD Cowen downgraded Elevation Oncology from Buy to Hold, citing limited cash reserves and a lack of near-term clinical catalysts. Meanwhile, Citizens JMP analysts maintained a Market Perform rating on the stock following the acquisition news. The merger marks the conclusion of Elevation Oncology’s search for strategic alternatives after halting development of its leading ADC asset.

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